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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/06/03 Gencorp Inc S-4 36:3.5M Merrill Corp/New/FA Aerojet Fine Chemicals LLC Aerojet Investments Ltd Aerojet-General Corp GDX Automotive Inc GDX LLC Gencorp Property Inc Penn International Inc Rko General Inc Aerojet Ordnance Tennessee Inc |
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 1.65M
Business-Combination Transaction
2: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 35K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 59K
11: EX-3.10 Articles of Incorporation/Organization or By-Laws HTML 38K
12: EX-3.11 Articles of Incorporation/Organization or By-Laws HTML 21K
13: EX-3.12 Articles of Incorporation/Organization or By-Laws HTML 63K
14: EX-3.13 Articles of Incorporation/Organization or By-Laws HTML 29K
15: EX-3.14 Articles of Incorporation/Organization or By-Laws HTML 42K
16: EX-3.15 Articles of Incorporation/Organization or By-Laws HTML 17K
17: EX-3.16 Articles of Incorporation/Organization or By-Laws HTML 68K
18: EX-3.17 Articles of Incorporation/Organization or By-Laws HTML 34K
19: EX-3.18 Articles of Incorporation/Organization or By-Laws HTML 34K
20: EX-3.19 Articles of Incorporation/Organization or By-Laws HTML 63K
21: EX-3.20 Articles of Incorporation/Organization or By-Laws HTML 54K
4: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 17K
5: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 38K
6: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 67K
7: EX-3.6 Articles of Incorporation/Organization or By-Laws HTML 35K
8: EX-3.7 Articles of Incorporation/Organization or By-Laws HTML 18K
9: EX-3.8 Articles of Incorporation/Organization or By-Laws HTML 61K
10: EX-3.9 Articles of Incorporation/Organization or By-Laws HTML 35K
22: EX-4.1 Instrument Defining the Rights of Security Holders HTML 580K
23: EX-4.2 Instrument Defining the Rights of Security Holders HTML 128K
24: EX-5.1 Opinion re: Legality HTML 23K
25: EX-5.2 Opinion re: Legality HTML 22K
26: EX-10.1 Material Contract HTML 117K
27: EX-10.2 Material Contract HTML 78K
28: EX-12.1 Statement re: Computation of Ratios HTML 31K
29: EX-23.1 Consent of Experts or Counsel HTML 16K
30: EX-24.1 Power of Attorney HTML 28K
31: EX-25.1 Statement re: Eligibility of Trustee HTML 53K
32: EX-99.1 Miscellaneous Exhibit HTML 90K
33: EX-99.2 Miscellaneous Exhibit HTML 34K
34: EX-99.3 Miscellaneous Exhibit HTML 22K
35: EX-99.4 Miscellaneous Exhibit HTML 18K
36: EX-99.5 Miscellaneous Exhibit HTML 20K
| Page | (sequential) | | | (alphabetic) | Top | |
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| 1 | 1st Page - Filing Submission | ||||
| " | Exhibit 99.3 | ||||
| " | QuickLinks | ||||
Offer to exchange
91/2% Senior Subordinated Notes due 2013, which
have been registered under the Securities Act of 1933,
for outstanding
91/2% Senior Subordinated Notes due 2013
of
GenCorp Inc.
To The Depository Trust Company participants:
Enclosed are the materials listed below relating to the offer by GenCorp Inc. ("GenCorp") to exchange up to US$150,000,000 aggregate principal amount of its 91/2% Senior Subordinated Notes due 2013, pursuant to an offering registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstanding 91/2% Senior Subordinated Notes due 2013, upon the terms and subject to the conditions set forth in the prospectus dated , 2003 of GenCorp, and the related letter of transmittal, in each case as amended or supplemented from time to time (which together constitute the "exchange offer").
Enclosed are copies of the following documents:
We urge you to contact your clients promptly. Please note that the offer will expire at 5:00 p.m., New York City time, on , 2003, unless extended.
The exchange offer is not conditioned upon any minimum number of outstanding notes being tendered.
To participate in the exchange offer, a beneficial holder of outstanding notes must cause a Depository Trust Company's participant to tender such holder's outstanding notes to The Bank of New York's account, as exchange agent, maintained at The Depository Trust Company for the benefit of the exchange agent through The Depository Trust Company's Automated Tender Offer Program ("ATOP"), including transmission of a computer-generated message that acknowledges and agrees, on behalf of The Depository Trust Company participant and the beneficial owners of tendered outstanding notes, to be bound by the terms of the letter of transmittal. By complying with The Depository Trust Company's ATOP procedures with respect the exchange offer, The Depository Trust Company participant confirms, on behalf of itself and the beneficial or owners of tendered outstanding notes, all provisions of the letter of transmittal applicable to it and such beneficial owners as fully as if it completed, executed and returned the letter of transmittal to the exchange agent.
Pursuant to the letter of transmittal, each holder of outstanding notes will represent to GenCorp that (i) any exchange notes received by it will be acquired in the ordinary course of its business, (ii) the holder has and, at the time of the consummation of the exchange offer, will have no arrangement or understanding with any person to participate in the distribution of the exchange notes in violation of the provisions of the Securities Act, (iii) the holder is not an affiliate of GenCorp or the Subsidiary Guarantors (as defined in the Registration Rights Agreement dated as of August 11, 2003 by and among GenCorp, the Subsidiary Guarantors named therein and the Initial Purchasers named therein)
within the meaning of the Securities Act and is not acting on behalf of any persons who could not truthfully make the foregoing representations or, if it is an affiliate of GenCorp or the Subsidiary Guarantors, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, and (iv) if the holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of exchange notes. If the holder is a broker-dealer, it represents that it will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any resale of exchange notes; however, by so representing and by delivering a prospectus, the holder will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
The enclosed instruction to the book-entry transfer participant from owner contains an authorization for you to make the foregoing representations from the beneficial owners of the outstanding notes to be tendered by you on their behalf in the exchange offer.
We will not pay any fee or commission to any broker or dealer or to any other persons (other than the exchange agent) in connection with the solicitation of tenders of outstanding notes pursuant to the exchange offer. We will pay or cause to be paid any transfer taxes payable on the transfer of outstanding notes to it, except as otherwise provided in Instruction 7 of the enclosed letter of transmittal.
Additional copies of the enclosed material may be obtained from The Bank of New York, 101 Barclay Street, Floor 21 West, New York, New York 10286, Attn: Enrique Lopez.
| Very truly yours, | ||
GENCORP INC. |
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF GENCORP INC. OR ANY OF ITS SUBSIDIARIES OR THE BANK OF NEW YORK OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/6/03 | 8-K | ||
| 8/11/03 | ||||
| List all Filings | ||||